A third campus can mean a different business to own

## Examine the enterprise behind the building

The third-campus proposal had a credible physical concept and an estimated ₹168 crore development commitment. We had spent ₹2.4 crore on feasibility work by the time the board considered the decisive choice in 2024. The design team could explain what the property might become. The question still unsettled was whether Vemzari should own and operate that additional campus at that point in its development. A useful building concept did not settle the depth of the event programme or the management capacity needed to make another owned estate work.

Our development sponsor had good reasons to prefer proceeding. The team had learned the site, examined alternatives and could shape the property around the service we wanted to offer. Ownership would provide a different kind of control from operating someone else's building. Rohan Dezqari was concerned about the experienced managers the new commitment would require while the existing campuses still needed attention. Neither view could be dismissed by pointing to the feasibility work already completed. That expenditure described what we had learned, not an obligation to approve the next stage.

Nadia Zelvethi asked us to compare the proposal with a management opportunity at a separately owned venue. The alternative was not merely a smaller cheque for the same project. It would change what the company held, which decisions it controlled and how its return was earned. We could add a campus operating relationship without acquiring the asset, but we would need to work within an agreement with another owner. That distinction was central to the choice, not a technical detail to be settled after the expansion announcement.

I wanted the board to consider the enterprise each route would create. Under ownership, property capital and asset decisions would sit with us alongside the service. Under a management mandate, the owner would retain specified property and capital responsibilities while we accepted defined operating obligations. Both routes needed capable people, clear authority and an event proposition. Neither became attractive simply because it was more familiar or used less capital at the outset. The question was which responsibility the organisation could credibly take on.

The time to make that comparison is early. A physical concept can acquire momentum through drawings, adviser work and repeated discussion. Once colleagues begin referring to the building as the company's next campus, a different business model can feel like retreat even when it answers the strategic question better. I would now introduce ownership and management alternatives before the design becomes the sole organising idea. The purpose is not to delay development indefinitely. It is to ensure that the property serves the enterprise choice rather than quietly making that choice for it.

## Make the selected responsibility explicit

The board declined the ownership proposal and approved the separate management mandate after reviewing its own conditions. Mobilisation cost ₹3.6 crore. The owner retained the asset and agreed capital duties, while Vemzari retained the service obligations it accepted. Legal, financial and operating colleagues established the actual division of authority. I did not describe the arrangement as transferring every risk to somebody else. A manager can still make an undeliverable promise, recruit inadequately or damage an important customer relationship without owning the building in which the problem occurs.

Control also needed an honest account. An owner may need to approve property changes that an operating team would prefer to make quickly. Capital priorities can differ from the manager's immediate commercial view. The agreement and working relationship therefore matter to the service model. The chosen route accepted those constraints in exchange for avoiding a third owned asset at that stage. It would be misleading to present the management mandate as providing all the flexibility of ownership without the associated commitment. Different responsibility means different limits as well as different opportunities.

The ₹2.4 crore feasibility cost remained incurred. We did not subtract mobilisation expense from the ₹168 crore proposal and call the difference a saving. The two routes concerned different undertakings, and the ownership proposal had not become cash spent. That distinction prevented a convenient financial headline from obscuring the strategic choice. The board needed to understand what the company had paid to investigate, what it would pay to mobilise and what it was no longer proposing to own. Each amount had a separate place in the account.

A management agreement also requires attention to the service actually promised. Which decisions belong to the owner? Which belong to the manager? What information must pass between them, and what happens when a proposed event requires a property decision? Those questions are specific to the actual arrangement and require the relevant professional review. I would not offer this fictional case as a contract template. Its purpose is to show why leadership must make authority part of the commercial proposition before the operating team is left to negotiate it informally under pressure.

We mobilised with those distinctions visible. That did not mean every later question was solved in advance. It meant the parties had an agreed basis from which to address them, and our board could see the responsibilities management had accepted. The useful outcome was a defined new operating relationship. It was not evidence that every third-party management opportunity would fit Vemzari or that a company can expand indefinitely without strengthening its people simply by leaving property ownership elsewhere.

## Assess the result on its own terms

The first full financial year ended in March 2026 and produced ₹4.8 crore management fees from the third campus. That amount was included in Vemzari's ₹148 crore total company revenue. It was not an investment return on an owned property, and it was not a statement of net profit from the mandate. The service had costs and continuing obligations. I wanted the result assessed as the business we had actually selected, rather than compared casually with the gross economics of a property we had decided not to develop.

The operating relationship also needed review beyond its fee. Could the company deliver the agreed service with the team and authority available? Were owner decisions arriving in time for the commitments being made? Did the event programme fit the campus and its surroundings? Those questions connect the financial account to the practical undertaking. A fee can be correctly recorded while the relationship requires further work. Management should explain that work before a successful first-year revenue figure becomes a substitute for understanding the service.

I would preserve the original reasons for the decision in later reviews. We had questioned the readiness for a third owned campus, including programme depth and management capacity. If those conditions changed, ownership might deserve another examination. The management mandate was not a permanent declaration that the company should never own another asset. It was a proportionate choice for the circumstances assessed at the time. A decision account is more useful when it identifies what could change the recommendation than when it turns one outcome into a universal philosophy.

For directors, the central oversight question is whether an expansion label conceals a change in responsibility. A company can report another campus, site or relationship while adding something materially different from what the audience assumes. The board should expect management to explain the ownership, authority, capital and service model in plain terms. It should also retain the investigation cost and the limitations of the chosen route. That clarity supports both accountability and a fair assessment of the people asked to deliver the new undertaking.

I remain interested in buildings and the businesses they can support. This case made me more careful about which comes first in the decision. The enterprise does not become stronger merely by placing another property on a map or adding another venue to a brochure. It becomes stronger when the selected responsibility fits its capacity and the resulting service can be explained honestly. Our third campus was a new management relationship, with its own cost, fee and constraints. Calling it what it was helped the board judge the expansion we actually made.